Spawn Of Venom
by kellym01
Summary: Brock takes Bloom in and she becomes the host to the spawn of his Symbiote, what will happen when she goes to Alfea and when the Trix challenge her I don't own Spiderman or Winx Club, image is the best I could for a female Symbiote host
1. Chapter 1

Eddie Brock had just returned to his apartment through the window in his Symbiotic form of Venom, having just had a run in with the wall crawler that had ruined his life, to find an orange, warm glow in the centre of his floor, it was small, but he could feel the raw power of it, the glow began to dim until lying in the centre of his living room was a baby girl with fiery hair.

His mask retracted into a small collar round his neck, he approached the baby and picked her up, she was asleep.

"Where did you come from?" he asked quietly in a soft tone, all his anger seemingly vanishing as he looked upon the child's face, a locket was around her neck, a gold heart with the name 'Bloom' inscribed on it.

"Bloom? So that's your name" Brock said as he sat in his arm chair, unaware that a piece of Venom had dripped off of him and had landed upon the young girl, until it began to spread.

"What? Venom what's going on?" Brock asked shocked, hoping his alien counterpart would provide him with the information he desired.

Images of how the Symbiotic alien reproduced flashed through his mind, how a part of them would leave their bodies and would either die or find a host and during this young stage it wouldn't be hostile until it matured and until that time would only bond with the host and then take it over once it matured unless it chose not to and would stay bonded to the host.

(A/N I don't read comics all I know about Symbiotes comes from a couple episodes of Spiderman, plz don't flame me for this).

Brock began to relax at seeing the child wasn't been harmed which was reassured when the black goo like substance was absorbed into her skin.

Brock took Bloom in and raised her as his daughter, as well as teaching her on how to use her Symbiote and its powers he tried to teach her to stay on the side of good, not wanting her to end up like him only wanting revenge on a certain wall crawler while been one of the most wanted criminals of his time, though it was hard as every so often he would get arrested and during the time between then and the time he broke out Bloom was left to fend for herself.

Sixteen Years Later…

Despite what Brock did when he taught her to choose right over wrong she became a thief, mostly ignored by the police due to the larger threats about, especially since she wasn't some big time thief even if she had the ability to become one, she had been walking through Central Park when she spotted a yellow ogre fighting what appeared to be a fairy.

"Maybe they've finally run out of decent costumes" Bloom mocked before approaching the beast from behind, the blonde fairy was lying on the floor barely conscious, the ogre had pulled up his fists to finish her off.

Bloom lightly tapped the ogre's shoulder, he looked over his shoulder just in time to watch as the young red haired girl's skin and clothing was covered in a black suit, a red spider formed over her chest, black blacks erupted from her forearms, the back of her legs and her shoulders, foot long claws erupted from her finger tips and black tentacles erupted from her back, she seemed to grow a foot in height and her face grew a maw filled with sharp fangs, her eyes were large with slit pupils and she had a long tongue, her muscles seemed to expand and by the end by it she looked like something out of an old horror movie.

"Maybe you should pick on someone your own size" Bloom snapped her voice almost demonic.

The ogres eyes were wide, he had never seen anything like Bloom before and he never wanted to see anything like her again.

"W…what…are…y…you?" the ogre stuttered.

"Me? I'm your worst nightmare" Bloom hissed before pulling back her clawed fist and striking the ogre's cheek full force, sending him flying backwards, only stopping after he knocked down ten trees where he collapsed to the ground.

"You…Who are you?" the ogre stuttered, getting ready to open a portal, his opponent was too strong and he didn't know what else it could do or what its weaknesses were.

A/N Don't know if this will be continued, just an idea I had, open to suggestions on what I should name Bloom's other form.


	2. Chapter 2

"W…what…are…y…you?" the ogre stuttered.

"Me? I'm your worst nightmare" Bloom hissed before pulling back her clawed fist and striking the ogre's cheek full force, sending him flying backwards, only stopping after he knocked down ten trees where he collapsed to the ground.

"You…Who are you?" the ogre stuttered, getting ready to open a portal, his opponent was too strong and he didn't know what else it could do or what its weaknesses were.

"We are chaos incarnate, a walking nightmare, fore we are Mayhem" Mayhem roared in a demonic voice, as her fiery thigh length hair began to weave around her hair, its ends sharpening and merging together into a tentacle like substance, preparing to strike, Bloom approached the yellow ogre, a demonic smirk upon her face.

The ogre was terrified, whatever this thing was before him was a lot stronger than him and for him strength was all he had in a fight, he quickly opened a portal, diving through it as the creature cursed.

"So much for our fun" Mayhem muttered before turning to the now unconscious blonde and approached her, "We better help her" Mayhem muttered, her hair falling back down, she picked the girl up bridal style and reabsorbed her blades and sprouted bat like wings from her back, unknown to her but the power within her that lay almost completely dormant had caused her Symbiote to evolve. She took to the skies and headed 'home'.

'Home'…

Mayhem flew through the open window to the apartment before placing the blonde on a faded green sofa, with several rips upon it, Bloom, proceeded to take on her natural form, using her Symbiote to form a pair of ripped jeans, a red sleeveless top which showed off an ample amount of cleavage as well as black leather jacket.

Bloom headed to the kitchen area of the apartment and took a chocolate bar out of the cupboard, before fishing out her daily take-ins that she'd managed to swipe from a couple tourists.

"5$...man I really need to up my game a bit" Bloom muttered, knowing she would of gotten more had she not had to stop to help the blonde out.

About An Hour Later…

Stella's eyes fluttered open, she took in the sight around her, to describe the apartment as rundown was an understatement, the wall paper was torn and worn away, the place was mostly covered in dust, any piece of furniture worn and beaten. Her eyes landed on a girl in the faded green armchair, her cheek rested on her fist, her eyes shut.

"Man what happened?" Stella muttered as she sat up, trying to remember what had happened only to find the last thing she remembered was getting hit by an ogre in desperate need of a makeover. She looked back to the orange haired girl, her eyes widening as she felt incredible waves of power coming off of her in waves. Stella adjusted herself, until she sat up right on the sofa, deciding to wait for her supposed host to wake up so she could get some answers.

Stella didn't have to wait long, as due to Bloom having bonded to a Symbiote, she had an acute sense of hearing and had been awake since Stella's muttered comment. Her eyes snapped open.

"You finally awake?" Bloom muttered.

"Yeah…where…" Stella began only to be erupted.

"Feeling better?" she asked.

"Err…yeah" Stella replied.

"Then get out" Bloom muttered.

"Huh…excuse me?" Stella asked, shocked by Bloom's sudden rudeness towards her.

"Are you deaf, I said get out" Bloom spat.

"What's your problem?" Stella spat her voice filled with venom.

"A dumb blonde won't get out of my home, what's yours?" Bloom replied.

"Hey I just wanna know what the hell happened" Stella replied, glaring at Bloom.

"An ogre attacked you, knocked you out so I beat the crap out of it now leave" Bloom replied, her voice turning more and more menacing as she progressed.

"You don't have to be so rude you know, we're both fairies, I'd understand if you were a witch but you aren't?" Stella asked, Bloom froze, she slowly sat up.

"What are you talking about?" she asked, suddenly very interested in the other girl.

"Don't feign ignorance I can sense you power, witches only use dark magic and that is in no way dark so drop the act" Stella replied.

"Hold on…are you saying that I'm a fairy" Bloom chuckled.

**-Perhaps we shouldn't be so hasty to throw her out- Bloom mused.**

**-Indeed she is intriguing- VD replied (Venom's daughter).**

"Yeah…hold on how can you now know that?" Stella asked shocked at the very idea that someone not knowing they were magical.

"Never seen anything to make me even consider it" Bloom replied, dropping her menacing tone, for now.

"Then again magic is rare on Earth so it shouldn't be that surprising you were unaware of your heritage" Stella mused, causing Bloom to inwardly snort, as far as she was concerned as well as others, magic was in no ways common, even if fairies were.

"Hey, how bout you come with me to Alfea?" Stella asked.

"Alfea?" Bloom asked raising an eyebrow.

"It's a school that teaches fairies to use their powers" Stella explained.

**-Teach us huh…VD looks like we're gonna get whole a lot stronger- Bloom mused.**

"Sure" Bloom replied.

"Great, I'm Stella by the way" Stella greeted as she thrust her hand out to Bloom, who took it an shook it.

"Bloom" she clarified

A/N Hope you all liked the chapter, they should get longer as my ideas begin to form for this fic, plz review.


	3. Chapter 3

"So you interested in going to Alfea with me?" Stella asked, keeping an eye out for any sign of Bloom's mood darkening.

"Sure…I'll give it a try" Bloom replied.

"Great, so I guess we can go once you're packed and got your parents' permission" Stella replied.

Bloom left the room and returned moments later, a suitcase dragging at her heels before writing on a yellow sticky note and sticking it to the fridge, before turning to face the blonde fairy.

"So we going or what?" Bloom asked.

"What about your parents don't you think you should tell them where you're going?" Stella asked.

"I left a note on the fridge" Bloom replied in a bored tone, Stella sweat dropped at hearing this.

"You know we can wait for them to get back" Stella replied.

"We'll be waiting a while, dad's in prison" Bloom replied.

"WHAT!?" Stella practically screamed.

"He likes to get into a fight with a certain spider, he'll break out soon, he always does" Bloom replied.

"A spider?" Stella questioned, receiving the mental image of a grown man fighting a small spider.

"Spider-man, he's a local juvenile delinquent who thinks he's a hero" Bloom explained.

"Oh…what about your mother?" Stella asked.

"Don't have one" Bloom replied simply.

"Brothers or sisters?" came the next question.

"Only child, dad adopted me when I turned up as a baby" Bloom replied.

"Oh…I'm sorry" Stella replied, she knew what it was like not to have a mother, it was rare she saw hers since she lived with her dad some of the year and most of the year at school, but she knew for Bloom it was different, at least she had a mother and her birth father, Bloom on the other hand did not.

"Don't be…so we going or just gonna stand here yapping?" Bloom asked, she hated it when people asked questions about her past and her family, but she had to answer them to get to 'Alfea' and become stronger.

"Oh…right" Stella replied absentmindedly before opening a portal, Bloom and Stella stepped through it and soon found themselves at Alfea's gate, where an old brunette with short hair stood, with a clipboard, ticking names off her list. Stella approached her.

"Ah Ms Stella I see you've returned, I'm surprised you were let back in after destroying the lab" Griselda greeted, Bloom's eyes seemed to light up at hearing this.

**-Destroyed a lab aye maybe this chick will be a friend instead of a constant annoyance- Bloom thought mostly to herself.**

**-Indeed, you can never have too much destruction- VD replied.**

**-That's your opinion but still I have to admit this intrigues me…looks like this is going to be educational and fun- Bloom replied.**

"Well my dad did donate that new computer lab Griselda" Stella replied, almost gloating.

"Indeed well you're on the list so just go right in" Griselda replied, through gritted, teeth, Bloom proceeded to approach her.

"Name?" Griselda asked tiredly.

"That's Bloom, she's a fairy from Earth" Stella classified, knowing that Griselda would not be able to turn down a fairy from Earth, the chances of finding one now were one in a million and it would give Alfea a ton of publicity and more students would want to go to Alfea and they could receive more funding.

"Earth?" Griselda almost gasped out.

"Yeah, why you wanna make somet' about of it, got something against Earth?" Bloom replied, her eyes darkening, Griselda's eyes went wide as she stumbled back, surprised by the young girls attitude, it was like she was looking for a fight, but that was more of a witch thing to do than a fairy and she definitely sensed positive energy, no dark magic at all.

"Not at all young lady, I'm just surprised there hasn't been a fairy on earth for over a thousand years" Griselda replied.

"Well get over it, you gonna let me in or not?" Bloom spat, Griselda's eyes darkened and the queen of detention had the feeling she was going to see a lot of Bloom in the days to come, she glanced over the student resident plans to see if they had room for another students, which they wouldn't have if Veranda of Velisto hadn't cancelled at the last minute.

"Yes, you'll be sharing a room with Flora of Linfea in the same dorm as Ms Stella" Griselda replied, scowling at the younger girl, a scowl that gave most students nightmares, but Bloom wasn't even phased by it and she just strolled past her and followed Stella to the dorm.

Dorm…

The duo entered the dorm, Bloom had VD scan the area to see how powerful the residents were, after all she didn't want to end up in a fight with someone that she couldn't beat, her Symbiote may have made her stronger but there was no chance in hell that she'd make such a gamble when she knew nothing about fairies.

Bloom went straight to the door with her name on it wand walked straight in to find her roommate had already arrived and had practically covered the place with different kinds of plants, Bloom let out a sigh before heading to the bed that had yet to be claimed.

"Oh hello, I'm Flora" Flora greeted as she stretched out her hand for Bloom to shake it, Bloom accepted the handshake, the minute their hands touched Bloom felt the other girl's power and it was incredible and rivalled her own not that she would have guessed from her appearance she looked harmless.

**-Just goes to show you can never judge a book by its cover- Bloom mused.**

However, she wasn't the only one, Flora had felt Bloom's power when she touched Bloom's hand and even though Bloom hadn't even known it existed or how to use it, to say it was powerful was an understatement and an insult.

"I'm Bloom, your new roommate" Bloom replied.

"Nice to meet you, hope you don't mind the plants…it's just I'm very fond of them and I've been trying to perfect a way to give plants the ability of speech, I think that if trees and other plants could speak, deforestation would decrease incredibly" Flora replied.

"Oh that's ok, good plan though, just keep them away from my stuff and we'll get along fine" Bloom replied, knowing that she shouldn't cause a fight with this girl, like the rose, beautiful and seemingly harmless till you touch its thorns.

The two girls talked for a while and seemed to hit it off, though it was mostly due to the fact that neither girl wanted to end up fighting the other, though Flora always tried to make friends with new people, Bloom would try to keep to herself and reject others.

The duo exited their room and entered the main dorm room to find three other girls sitting in the main area, one Bloom recognised as Stella, the other two she didn't know, one had dark blue hair in pigtails, wearing a red top with one strap that left little to the imagination, the other had short pink hair who seemed to wear the exact opposite of the other, she was a purple and green jumpsuit which only revealed her neck, face and wrists.

"Oh guys this is Bloom the fairy from Earth" Stella introduced.

"Yo, I'm Musa" the one with pigtails greeted with a slight wave.

"I'm Techna" the pink haired one replied as she pulled out a PDA and directed it at Bloom.

"Hey, this is Flora…what are you doing?" Bloom asked nervously.

"Oh…well…it's just so rare to find a fairy on Earth…I was just scanning you to see how the environment you grew up in has affected you and how it differs from us" Techna replied.

"I'd prefer it if you wouldn't scan me" Bloom replied, her eyes darkening.

"Oh…sorry I didn't think it'd be a problem" Techna replied apologetically as she put her PDA away, not even hinting that the scan had completed and was now analysing the data it collected.

"I prefer to keep certain things to myself, next time ask" Bloom replied before taking one of the spare seats, Flora mimicked Bloom's actions.

"So Bloom what's it like on Earth?" Musa asked, sensing an awkward silence beginning to descend and wanting to avoid it.

"It's ok for some" Bloom replied.

"From your reply I gather you didn't have a good life one Earth" Techna responded.

"There's something's I'd rather not talk about" Bloom responded

A/N Hope you all liked the update, plz review.


	4. Chapter 4

A Couple Hours Later…

With everyone introduced the Winx decided to head into Magix for a slice and to show Bloom what she'd been missing living on Earth, Bloom was surprised when she saw Magix, she'd been expecting all enchanted things and mythical creatures, but it was all technology and futuristic.

**-So much technology- Bloom mused.**

**-Yes and it will definitely pay off once I scan it- VD replied.**

**-Yeah, this technology will definitely upgrade our weapons- Bloom replied.**

The headed straight for a nearby pizza restraint and ordered a huge pizza between them, the others ordered a couple glasses of a variety of soft drinks while Bloom ordered a chocolate milkshake, surprising the others. Little did they know Bloom needed the chemicals within chocolate products for her and her Symbiote to survive and it was either chocolate or brains, no contest really.

"So Bloom what do you think of Magix?" Stella asked as she sipped at her drink.

"It's incredible, so much technology" Bloom replied.

"So are you like Techna, she's quite the fan and know it all when it comes to technology?" Musa asked, receiving a mock glare from said fairy.

"No, but I know how to appreciate it" Bloom replied as she took a sip of her drink.

"I guess it's pretty different from Earth huh?" Flora asked, trying to avoid the awkward silence that was threatening to fall.

"You could say that" Bloom replied.

Bloom's eyes darkened when she felt something, she felt a powerful wave of dark energy.

**-VD what was that?- Bloom asked, getting ready to meet a possible foe.**

**-Negative energy, your friends here use positive energy, what they call magic- VD replied.**

"If you excuse me girls I have a call to make" Bloom said as she rose from her chair and began to head in the direction she'd felt the negative energy, it intrigued her, either they could help her become more powerful or she gains a couple new punching bags.

However, Bloom wasn't the only one to sense the negative energy, the Winx could feel but dismissed since it wasn't uncommon for witches to be in Magix, however, Stella began to grow concerned, from what Bloom had told her, she lived alone, didn't have many if any friends and her adoptive father was in prison, so who would she be calling? Stella decided, to keep her senses up for any sign of hostile spells that were fuelled by dark magic.

Techna felt a buzz in her pocket and pulled out her PDA, glancing at the screen to see the data she had collected from Bloom had been fully processed and now all she had to do was read the results.

"You'll have to excuse me girls, natures calling" Techna stated, pocketing her PDA before the others could notice, she doubted they would look on the fact she'd scanned Bloom against her wishes too fondly and might tell Bloom.

Techna headed to the ladies, once she entered she leaned against the sink, seeing that no one else was there since all the cubicles were open, she pulled out her PDA and pulled up the results.

"Incredible, her power levels are off the scale, above average muscle density" Techna read, her eyes widening by the second, especially since Bloom didn't look that different from the average girl 'she hides those muscles well' she thought to herself before continuing to read the results.

"Strange, according to this she is wearing organic clothing which covers her whole body, yet her clothes definitely don't…analyse the clothing" Techna stated, her PDA responded to the verbal command and analysed the scan it had taken.

"Clothing species identified" the mechanical yet feminine voice stated.

"Species?" Techna questioned allowed "State species identity" he commanded beginning to grow worried and suspicious.

"Species identified as the biological life form, Symbiote" came the reply, Techna's grip on her hand held computer increased.

'A Symbiote…does Bloom even know how dangerous those things are?' Techna to herself, growing more worried by the second.

"Determine how long Bloom has been bonded to the Symbiote" Techna commanded.

"Data analysis shows Symbiote DNA has merged with subjects DNA and are fully integrated to the genetic level, scans indicate they have been bonded for fifteen years and 6 months" came the reply.

'So she's been bonded to that thing for her entire life…I'll have to keep an eye on her, it's obvious the Symbiote hasn't taken over yet so I better not let her know I know otherwise it might just take her over then we'll be in real trouble' Techna mused.

Meanwhile…

Bloom found herself looking around a corner and down an alley, her back pressed against the wall, she could see three witches and a yellow ogre, the same one from before.

**-Maybe we should have some more fun with them- VD suggested.**

**-Yeah, why not…let's see how these bitches like Mayhem- Bloom replied as she let VD run over her, encasing her in a black spandex like suit, making sure to show nothing of her nature, the only detail on her suit were here large eyes.**

The Witches…

"I can't believe you, you had her and let her get away, not only that you came running back here with your tail between your legs" Stormy roared.

"I'm telling ya I don't know what the hell that creature was, only that it was stronger and faster than me and would of killed me" Knut replied frantically.

"Really so you're saying you beat the princess of Solaria on your own but when something from EARTH comes into the picture you become it's personal punching bag" Icy roared, the yellow ogre stumbled back in fear.

"So this creature works for you" said a new voice, the three witches span round and began searching for the source of the voice as did the ogre but they saw nothing but shadows on walls.

"Show yourself" Darcy commanded.

"Aw now is that anyway to talk to someone, so rude, maybe you should try saying please" the voice replied, causing the temper of the witches to boil.

"Show yourself or we'll destroy you" Darcy roared.

"And how can you destroy me when you can't even see me?" came the reply.

"Coward show yourself" Icy roared, the temperature beginning to drop, rather quickly at that.

"Aw is the widdle witch having a hissy fit, honestly your more pathetic than that blasted ogre" came the reply, as Icy's temper continued to rise the colder it got.

"Fine I'll show myself" the voice stated in a bored tone, a black liquid began to ooze off one of the walls within the shadow and slithered to the ground, stopping in front of the witches before rising from the ground and taking on a feminine figure, it was black and smooth with large white eyes.

"Who and what are you?" Icy asked as she looked upon the figure in disgust, Knut began to back away until his back was pressed against the fall, he recognised the goo that had formed the creature, it had covered the orange haired girl.

"You…you're…" Knit stuttered, the terror evident in his voice, fore before him now was the creature that managed to terrify him more than the Trix did.

"Good to see you remember me" Bloom replied, smirking behind her mask.

"That's the creature you described" Stormy mocked.

"How does that look anything like a nightmare?" Darcy mocked.

"Oh sorry, how rude of me to hide my features from you" Bloom mocked, the Trix turned back to her, their eyes widened in fear as they watched the transformation before them.

Bloom grew a couple more feet in height, red erupted over her body (Similar to Carnage) her fingers erupted into foot long claws, her muscles expanded, slit pupils faded into existence within her eyes, a maw opened up revealing long and sharp, white fangs a crimson spider appeared upon her chest, blades erupted from her forearms, her calves and her shoulders, her hair grew out and began to waves about as the ends merged into sharp points and tendrils erupted behind her.

And now stood before the three witches and the ogre was Mayhem with the same twisted psychotic smirk she had worn when she beat the shit out of the ogre and he had gotten off easy before.

"Allow us to introduce ourselves for we are Mayhem" Mayhem roared, switching back into the self and Symbiote reference she was comfortable with.

"Mayhem huh?" Icy questioned as she glared at her "I'm not impressed" Icy launched an armada of icicles at Mayhem, intending the skewer her only to have them shatter upon impact and to have Mayhem let out a psychotic laugh.

"You should be because those pathetic icicles didn't even scratch me, fore we are invincible" Mayhem roared, taking a step towards the witches, unknown to any of them their fighting had caught Stella's attention who took off in their direction, calling back she was going to look for Bloom.

Stormy launched a tornado at Mayhem only to have her walk through it like one would a summer breeze "You think a little breeze like that is going to budge us, well think again" Mayhem laughed before back handing Stormy, throwing her to the ground.

"Then try this on for size" Darcy roared as she split into sixteen duplicates and surrounded Bloom before launching attacks upon her from all sides, this time Mayhem didn't take the hit but instead ducked, causing the attacks to cancel each other out before launching her tendrils at the small army of Darcy's striking them in the gut causing the duplicates to vanish and for Darcy to hit a wall behind her, hard and fall to the ground.

"Okay then try this, 'Ice Coffin'" Icy roared as she stamped her foot, encasing Mayhem in a block of ice. She waited a minute and nothing happened, she let out a breath of relief, dropping her shoulders, her eyes never leaving Mayhem, she took in the psychotic look in her eyes and her sinister smirk, she had no doubt she was going to have nightmares for months after this.

Icy was about to glare at Knut only to see he had turn tailed and ran away, she slowly turned back to Mayhem, the ice began to crack, Icy's eyes widened in fear and was blasted back by a shockwave as Mayhem shattered the ice with brute strength alone and letting out a psychotic laugh.

Icy could see she couldn't beat whatever she was facing, not yet, she decided that it would be better to flee and do some research before returning to give Mayhem some payback, after all her sisters were barely conscious and their combined efforts hadn't even slowed Mayhem down, there wasn't a scratch on her, unaware of the fact that all injuries she had sustained had healed up do Bloom's healing abilities thanks to VD.

Icy teleported her and her sisters back to Cloud Tower, Mayhem chuckled darkly when she sensed Stella was just a couple seconds away so she returned to her normal appearance and ran out the alley and into the nearest phone booth, picked up the phone and put it straight back down just as Stella ran round the corner.

Bloom left the phone booth and approached the sun fairy, smirking inside.

"Something wrong?" Bloom asked innocently.

"I sensed dark magic attack…thought you were…the target" Stella gasped out as she caught her breath, the duo then returned to the rest of the Winx, the whole way back Bloom had been insisting she was fine and that nothing had happened, that she hadn't been attacked or anything.

A/N Hope you all liked the update, plz review.


	5. Chapter 5

Late That Night…

Everyone in dorm had been asleep except for Techna, she was up late on her laptop, searching Symbiote's and compared the information to the results she got from the data she had collected.

'Great' Techna huffed, she could barely find anything on Symbiotes, apparently not much was known about them other than a few pieces of basic knowledge of the species, she read the facts her screen displayed.

_Symbiotes bond with hosts in order to survive, from observation most of this race bonds with a host and slowly takes over it completely until there is nothing left of the host, they are a hostile race and are theorised to be hermaphrodites, once they bond with the host they amplify all traits of their host from physical attributes to magical power, however, the longer it is bonded to a host and the stronger said host becomes the more it takes over and increases the hosts anger and hostility._

_Research shows us that in order for a Symbiote host to remain healthy and survive they must ingest a certain chemical which can be found in either human brains or chocolate, researchers have yet to find the chemical require._

_From extensive research into what this biological life form's body is constructed of we have found that fire and supersonic waves can prove fatal to them and will force a Symbiote to leave their host and if they are unable to escape either of these weaknesses it will not survive._

'Okay so I now know what Symbiote do once they bond with a host, what they require to survive and their weaknesses' Techna mused, before all she had known was that Symbiote eventually completely take over the host and once it does the host is gone forever.

But she still had no idea what a Symbiote was capable of or what it's host was capable of and on top of that she knew next to nothing about Bloom and she didn't know what she would be capable of while bonded to the Symbiote and she already knew Bloom had been bonded to the Symbiote for most of her life so it wouldn't be easy removing it from her, especially when they were bonded to an almost genetic level.

Techna pulled up a digital image of Bloom on her computer and entered a couple codes and all the data she found on Symbiotes before running the program, it showed a simulated version of Bloom's body bonded with the Symbiote to find out how much was left of the actual Bloom but according to the simulation after it ran through the data from her scan showed that 49.9% of Bloom's DNA was constructed of the Symbiote and that the Symbiote wasn't making any attempt to take Bloom over.

'Strange, why would a Symbiote just stop, Bloom grew up without any magic around her and was never taught so she can't be the one who neutralized it so why isn't it spreading and according to my scans it's fully active so why stop?' Techna mused.

Meanwhile…

Within Bloom's mind, Bloom was lying in a green field with the odd flower within it, the sky was blue and nothing was around for thousands of miles, Bloom's eyes were closed and she basking in the warm sun, she loved this place it was the only place she could go to find peace and forget all her troubles, forget all about her lonely life.

'I knew I'd find you here' said a voice, Bloom didn't even open her eyes, she knew who it was, after all she'd grown up with her, she was her only friend, the one who protected her and comforted her.

'Hey VD, what brings you to my happy place?' Bloom asked.

'I thought you'd like to know I've used what we learned about this new technology to make us stronger' VD replied and Bloom grew a smirk.

'Perfect by the time we're done here we'll be stronger than ever…but that's not the only reason you're here is it?' Bloom replied.

'You're correct Bloom…our roommates powers intrigue me and from what I can determine her power rivals ours own, I think it be in our best interests to make an ally of her, after all we may not be able to keep my existence secret for long especially when the one called Techna tried to scan us strait away…she may try again and maybe others will try so we'll need to gain the trust of some others and I believe Flora will be the best place to start' VD explained.

'You're right, they will find out sooner or later, it would be better to create an ally before then especially one with Flora's power…but first we'll need to gain her trust' Bloom mused.

The Next Day…

The Winx headed to their first class, which was apparently 'Physical Self-defence' taught by Griselda it became a core subject that everyone had to learn so that the students could properly defend themselves should they lose their powers for some reason or if they were attacked and their magic wasn't strong enough.

They were now in the auditorium and Griselda was on some sort of stage, Griselda stepped forward and cleared her throat.

"I have looked over all your records and have found that only the odd few of you know how to defend yourselves without magic so I am going to have to start from scratch, now I'll need a volunteer…err…Flora how bout' you?" Griselda asked though it was more of a command, Flora rose from her chair and nervously approached the queen of detention, hesitantly.

"So what do you want me to do?" Flora asked shyly, blushing deeply.

"Now Flora I understand you were taught some basic self-defence moves so I am going to test your reflexes, I am going to try to punch you and I want you to block and demonstrate the basic block to the class" Griselda explained, it was at this point Bloom saw a potential opportunity to gain Flora's trust.

Griselda positioned herself exactly opposite Flora and thrust her fist forward, things seemed to slow down, Flora hesitated and Bloom saw this, she launched herself into the air and out of her seat, within seconds she was standing in front of Flora and saw Griselda's fist and rose up her hand and caught Griselda's fist, time seemed to speed back up.

Griselda blinked, going wide eyed at the fact that not had Bloom appeared in front of her with incredible speed but had caught her fist.

"I'm not sure Flora's the wisest choice she appears to be a little out of practice" Bloom stated, unaware that this was far from the truth.

"You must be quite skilled to block my punch while having time to get out of your seat and get between us" Griselda commented.

"I should be, I've been living on my own for years and had to learn to defend myself" Bloom replied letting go of Griselda's fist, which fell to her side.

"Is that so, well perhaps you could help in a demonstration, show everyone the benefits of been able to defend yourself without magic, Flora why don't you go back to your seat" Griselda instructed, Flora shyly nodded in reply and headed back to her chair.

"You're on" Bloom replied leaping back twenty feet into the air, landing stood upright, acting as if it was the most natural thing there was, Griselda smirked before taking on a battle stance and charging at Bloom, who took on a loose stance with a small smirk.

Techna pulled out her PDA and began to record what Bloom did for later analysis.

Griselda launched several punches at average speed to see how Bloom would react and wasn't disappointed as Bloom weaved in and out of the punches bending and arching her back like a serpent, thanks to VD making her a lot more flexible. Griselda began to speed up her punches until her fists became just a blurring motion. However, even with Griselda's impressive speed Bloom was faster and continued to dodge the punches.

Griselda ducked and went for a sweeping kick, intending to deck Bloom, only to have Bloom leap into the air, flipping in the air as she did so until she landed behind Griselda, her back facing her, she span on her heels, Griselda leapt back to her feet and span round to face Bloom, she was sweating, however, Bloom seemed as fresh as a daisy.

"My turn?" Bloom asked in almost innocent and bored tone, Griselda moved into a defensive stance and Bloom grew a devilish smirk.

Bloom launched a punch at Griselda, limiting her speed to the average girl and Griselda easily dodged it, Bloom began to speed up, she struck Griselda several time, pushing her back, not using her full strength or her full speed. Griselda could see that she'd severely underestimated Bloom so decided to use a very advanced technique to see if Bloom would adapt.

Griselda made eye contact with Bloom and began to channel her Ki and magical energy's, this technique if done correctly would allow her to see Bloom's moves before she can even make them and it had saved her in the past several times, however, unlike the other times she got a lot more than just a preview to Bloom's moves, Griselda's eyes widened slightly.

Griselda was assaulted with what Bloom had kept hidden, everything beneath her hard exterior, her eternal loneliness, growing up without a mother an absentee father, who spent most of her life behind bars, no friends, living most of her life on the streets, her anger created by those around her, insulting her from her clothes, to her been a thief to just been seen with her father, everything all her pent up emotions.

However, Griselda wasn't the only feeling this, however, Bloom was feeling it too and it hurt, Bloom's eyes began to shake, she'd hidden all these emotions, she'd buried them and Griselda was forcing them to the surface, Bloom's rage began to boil.

Bloom launched at Griselda and before Griselda could move, she may have seen the move coming but she was currently feeling every second of Bloom's suffering, Bloom struck her in the gut, a sickening crack could be heard and Griselda fell to her knees, taking in a sharp gasp and coughing up some blood.

Griselda slowly raised her gaze and looked at her student, her hands still in the form of fists and were shaking with rage.

"Never do that again" Bloom stated in a tone completely void of emotion that sent shivers up the spines of everyone who heard her tone.

Bloom turned and walked out of the auditorium, leaving everyone to just watch her leave, Griselda couldn't believe what had just happened, not only had this girl from Earth practically beat the crap out of her but one of her best techniques failed, well sort of failed, she had seen Bloom's move but she had felt her.

'What the hell was that and what has she been through to cause her this much pain?' Griselda thought to herself as she watched Bloom leave. But she wasn't the only one who was concerned about Bloom's behaviour.

Flora had felt a wave of loneliness from Bloom and it concerned her, she became worried about Bloom's wellbeing, Techna had been focused on her PDA's readings, she noticed an increase in negative energy within Bloom, it was off the scale, she put this down to the Symbiote and began to concentrate more on removing it from Bloom before something else happened.

A/N Hope you all liked the chapter, plz review.


	6. Sneak Peak 1

Bloom ran out of the auditorium and headed straight for the forest.

The Forest…

Bloom stopped a couple miles into the forest and leaned against the trunk of a nearby tree, gazing upwards.

**-I can't believe she did that, I've kept those feelings buried for nearly a decade- Bloom thought mostly to herself.**

**-We should have known this experience wouldn't be as easy as turn up and upgrade ourselves…are you okay- VD asked.**

**-Yeah…but if she ever tries that again she's going to meet Mayhem- Bloom replied as tear fell down her cheek before dripping onto the grassy floor.**

**-I agree, after all there are many reasons why we buried those emotions and you should never dig up the past- VD replied.**

**-Yeah…at least she didn't force us to remember what happened that day…where we came from- Bloom replied, VD had among other things improved Bloom's memories greatly and she could now remember the destruction of Sparx, the screams of her people, the death of her family, everything, she and VD buried this memory years ago but they both know it's there and can easily be remembered with enough effort.**

**-Yeah- VD sighed.**

Meanwhile…

Griselda had dismissed everyone after what happened with Bloom and after a quick, yet painful, healing spell she headed to Faragonda's office.

Faragonda's Office…

The queen of detention knocked on the door before swiftly entering the office.

"Is something wrong Griselda?" Faragonda asked when she saw Griselda's worried expression.

"In class today one of my students sort of volunteered to help me give a demonstration…she was good and forced me to use a technique that would allow me to see her moves before she made them…but…" Griselda trailed off.

"But what?" Faragonda asked.

"…I didn't just see her moves…I felt her, her very soul…and it hurt…she felt so alone, so angry and depressed…I've never felt so many negative emotions from a fairy, she'd probably give Griffin a run for her money" Griselda explained.

"Which student was this? I think we should try to get her to talk about it and maybe we can get rid of the negative emotions" Faragonda explained.

"It was Bloom Brock, the one we accepted from Earth" Griselda explained.

"Ok, well when you see her, tell her that I wish to talk to her" Faragonda stated, growing concerned for Bloom.

"Very well" Griselda responded before taking her leave.

A/N this is a sneak peak for the next chapter


	7. Chapter 7

Bloom ran out of the auditorium and headed straight for the forest.

The Forest…

Bloom stopped a couple miles into the forest and leaned against the trunk of a nearby tree, gazing upwards.

-I can't believe she did that, I've kept those feelings buried for nearly a decade- Bloom thought mostly to herself.

-We should have known this experience wouldn't be as easy as turn up and upgrade ourselves…are you okay- VD asked.

-Yeah…but if she ever tries that again she's going to meet Mayhem- Bloom replied as tear fell down her cheek before dripping onto the grassy floor.

-I agree, after all there are many reasons why we buried those emotions and you should never dig up the past- VD replied.

-Yeah…at least she didn't force us to remember what happened that day…where we came from- Bloom replied, VD had among other things improved Bloom's memories greatly and she could now remember the destruction of Sparx, the screams of her people, the death of her family, everything, she and VD buried this memory years ago but they both know it's there and can easily be remembered with enough effort.

-Yeah- VD sighed.

Meanwhile…

Griselda had dismissed everyone after what happened with Bloom and after a quick, yet painful, healing spell she headed to Faragonda's office.

Faragonda's Office…

The queen of detention knocked on the door before swiftly entering the office.

"Is something wrong Griselda?" Faragonda asked when she saw Griselda's worried expression.

"In class today one of my students sort of volunteered to help me give a demonstration…she was good and forced me to use a technique that would allow me to see her moves before she made them…but…" Griselda trailed off.

"But what?" Faragonda asked.

"…I didn't just see her moves…I felt her, her very soul…and it hurt…she felt so alone, so angry and depressed…I've never felt so many negative emotions from a fairy, she'd probably give Griffin a run for her money" Griselda explained.

"Which student was this? I think we should try to get her to talk about it and maybe we can get rid of the negative emotions" Faragonda explained.

"It was Bloom Brock, the one we accepted from Earth" Griselda explained.

"Ok, well when you see her, tell her that I wish to talk to her" Faragonda stated, growing concerned for Bloom.

"Very well" Griselda responded before taking her leave.

Meanwhile…

Once Griselda had dismissed her class Flora went off in search of her roommate, she'd never felt such loneliness before and she was worried for her friend's wellbeing. She ran into the Courtyard and closed her eyes, listening to nature as it whispered into her ear telling her where Bloom was.

Flora took off into the forest, following the directions nature gave her until she found Bloom sat with her knees held up against her forehead at the foot of a tree. Flora approached Bloom slowly and placed a comforting hand on Bloom's shoulder.

The minute Flora touched Bloom she felt it, like in the auditorium she felt an incredible wave of loneliness and negative emotions so great that it almost overwhelmed her, almost. Flora's legs shook slightly.

Bloom slowly looked up at Flora, she was surprised to see her and that she hadn't even sensed her coming even with her incredible power level.

"Bloom are you okay?" Flora asked sweetly.

"Yeah, am fine" Bloom responded, deliberately been aloof, she may want to become friends with Flora, gain her trust but her past was something she'd rather keep to herself.

"No Bloom, you're not, I felt your loneliness Bloom, all those negative emotions…now please Bloom, tell me what's wrong" Flora begged as she sat down beside her.

**-She's certainly persistent- VD pointed out.**

**-You got that right…what should I do?- Bloom asked.**

**-Tell her how alone we were, tell her that your father spent most of the time behind bars and we were alone, that should be enough- VD replied.**

**-But…you know how I feel about my past- Bloom argued.**

**-I know but it's the best way to get her to feel sympathy for us and perhaps will side with us when the time comes, besides if you don't tell her she won't stop asking questions and if you want her trust you must give her yours- VD explained.**

**-Fine- Bloom replied.**

"Please Bloom, tell me, you can trust me" Flora said, trying to comfort her roommate.

"Fine" Bloom sighed, her voice filled with emotion "I practically grew up alone, I had no friends, I was an only child with no mother and my father spent most of the time behind bars…we…I've been alone all my life" Bloom said her voice filled with emotion.

"Oh…I see…" Flora said slowly, she had felt Bloom's pain but from what she had been told was only a small piece of her inner pain, though she did notice Bloom refer to herself as we for a brief moment but decided not to comment on it.

Flora pulled Bloom into a hug, comforting her.

"I buried those emotions years ago…Griselda forced me to remember them" Bloom said as tears began to roll down her cheek for the first time in years, before she'd been like a statue, never feeling, nothing ever phased her, not that it mattered the only 'person' she usually spoke to was VD but what Griselda did had caused the stone to crack and begin to let her emotions seep out.

"You should never bury your feeling Bloom…our emotions are what makes us human…we all hurt inside…you just need to talk to someone and hope they can help make it better…if you ever need help or just to talk I'm always here" Flora said in a comforting tone as she drew Bloom into a tighter embrace and caressed her cheek wiping away a tear.

"Thank you Flora…I'll do well to remember that" Bloom replied her voice overflowing with emotion.

That Night…

Mayhem was running through the forest scanning everything within range and adapting whatever she found to make herself stronger when saw something out of the corner of her eye, she stopped and slowly turned to face it, it clung to the shadows and would appear invisible to anyone or anything even Bloom had VD not enhanced her site.

She saw a dark female figure, all features hidden, she stared at the figure and the figure stared back at her, it's head tilted to the side and took a step forward, it was definitely female if it's large bust was anything to go by, it had lavender hear that went down to her rear with small needle like points sticking out of her body, her eyes large and white, other than that there was nothing no features but that was enough for Bloom to know that the figure before her was a Symbiote host.

"Who are you?" Mayhem asked.

"Is it not polite to give one's own name before asking another's?" the figure replied as it looked her over, drinking in her form.

"We are Mayhem now who are you?" Mayhem asked again.

"We have many names but you can call us mistress" she responded.

"So we're not the only Symbiote host here" Mayhem stated.

"No, you're not" she replied before flashing to in front of Mayhem, they were now mere inches a part and she leaned in and whispered something into her ear which made Mayhem freeze and slowly back away from her but before she could say anything she was gone, disappearing into the night.

A/N Hope you all liked the chapter, sorry it's so short


	8. Chapter 8

The Next Day…

Bloom was in Palladium's class, she wasn't really paying attention and had just taken the odd note or two, she was too preoccupied with the night before when she encountered the other Symbiote host, the supposed 'Mistress'.

-**Who was she and how did she know that- Bloom thought to herself as she remembered what the Mistress whispered into her ear.**

**-I must admit I am as confused as you are- VD replied.**

**-Shouldn't we of been able to sense when another one of our kind is nearby?- Bloom asked.**

**-Yes only on extremely rare occasions would we not sense them- VD replied.**

**-And what are the chances of that happening?- Bloom asked.**

**-Incredibly slim, we'd have better chance winning that bloody lottery- VD muttered.**

Bloom was pulled out of her private conversation when Griselda entered the room informing Palladium that Bloom had to go to Faragonda's office, Bloom slid out of her chair and exited the classroom an proceeded to follow Griselda in the direction of Faragonda's office, her mind went back to the night before.

Flashback…

_The Mistress leaned into Mayhem, her features appearing, her eyes large like Mayhem's, quickly turned from white to crimson and red streaks cracked out all over her body, her monstrous maw opened exposing her white fangs and long pink tongue, she leaned in further, her tongue whipping and curling round Mayhem's ear, sending shivers down Mayhem's spine._

'_We'll meet again Bloom and trust me the next time we meet you shall join us" Mistress whispered into her ear, her tone a mixture of sultry and menacing, Mayhem's eyes widened and she froze, but before she could ask a single question or even recover the Mistress was gone._

End Flashback…

Griselda noticed Bloom was been unnaturally quiet, even with her reputation of been the queen of detention whenever she took a student to Faragonda's office or anywhere after that she would at least get the odd mumble or asked where and why they're been taken somewhere or anything but with Bloom she was silent the entire time and it unnerved her.

Faragonda's Office…

Griselda opened the door for Bloom and she silently entered and took a seat opposite Faragonda when offered and Griselda went round and stood beside the head teacher. Bloom glanced at Faragonda and her eyes showing no emotion.

"You sent for me?" Bloom asked in a disinterested tone.

"Oh…err…yes…Bloom Griselda told me about what happened in your…demonstration" Faragonda stated.

"Really?" Bloom asked, though it sounded more like a statement as she cast a glare at Griselda, causing her to stumble back slightly under the harsh glare.

"Yes, and she told me that during this demonstration she felt a deep darkness from within you, a great deal of loneliness and depression…would you like to talk about the cause of these feelings?" Faragonda asked though it didn't sound like a question.

"No" Bloom replied simply.

"Bloom you shouldn't bottle up your feelings, you should talk to people so they can help you get through what you're feeling and that's why Ms Griselda here brought here, so we can help you get through this" Faragonda explained.

"I prefer to keep my past to myself" Bloom replied.

"Please let us help you" Faragonda begged.

"I only tell those I totally and completely trust about my past" Bloom replied.

"Don't you trust us, we're your teachers" Griselda stated.

"Only two people in the whole magical universe know about my past and only one on Earth so good luck, now if you excuse me I've got a lesson to finish" Bloom spat as she slid out of her chair and turned to face the door to take her leave when a barrier appeared around her preventing her from leaving, Bloom turned round and glared at her two professors.

"Bloom we can't allow you to go around with so many negative emotions bottled up not only is it not healthy but it can be very dangerous for a fairy, fairies use positive emotions to fuel their magic and should you only use negative emotions you'll either become or a witch or go critical as your body fights itself off" Faragonda explained growing more and more concerned.

"Fine" Bloom sighed feeling her suppressed rage rising within her, she span round and made eye contact with Faragonda, sending her a death glare "You want to know how I feel inside huh? WELL FEEL THIS" Bloom roared as she released her emotions and let her repressed memories return, tears began to roll down her cheeks as all the memories she buried were revived.

Faragonda gasped and found herself unable to look away and sever the connection and she found her mind and soul been tortured by over a decade of suffering of eternal loneliness , her whole body shook, she had never felt anything like this before and she wasn't entirely sure how the hell Bloom was still sane.

But then things for both Bloom and Faragonda went from painful to pure agonizing torture as a memory Bloom and VD had buried nearly fifteen years ago, the destruction of Sparx, she remembered every moment of it, every sound, every scream, every death, the death of her friends and family and the citizens of her entire world dying. The pain and trauma thundered throughout Bloom's entire being mind, body and soul alike, her whole body shook as did Faragonda's and within seconds of this Faragonda's eyes rolled into the back of her head before collapsed onto her desk face down unconscious, the barrier vanished out of existence and Griselda checked to see if Faragonda was alright as Bloom made a runner, pushing down her emotions, her memories, burying them as the best she and VD could but by then the damage had been done.

Meanwhile...

Class had been dismissed and Techna was now in the room she and Musa shared and was working on a device that would separate the Symbiote from Bloom and also contain it to prevent from finding another host before killing it, after her extensive research she knew that one Symbiote could easily become ten or twenty especially since they were hermaphrodites and to top it all off they weren't exactly known to be a peaceful race, in fact they were more for concurring and destruction.

She was tightening a couple bolts and looked towards Musa with a stern expression.

"Okay I need a sample of the highest frequency sonic waves you can create" Techna stated.

"Why?" Musa asked as she turned to her roommate.

"In order for this to work I need a sample of high frequency sonic waves, the higher the better" Techna explained, althout Musa was under the impression it was for one of her classes since Techna didn't want to cause panic by yelling 'Bloom's a Symbiote host' when she had no way to actually seperating and containing the Symbiote.

"Okay" Musa replied as she began to concentrate on her powers and blasted a sonic wave at the machine, said machine recorded the sonic wave and sampled it and replicated it, now all Techna needed to do was finish her alterations so that it could contain the Symbiote before it found another host.

A/N Sorry it's so short, things are beginning to go a little fast and my ideas are wearing a little thin, hope you all liked it, please review.


	9. Chapter 9

Over the next couple months Bloom gradually came out of her protective shell and bonded with the Winx, she kept most of her past secret though over time she did let little details about her life slip and over this time the Winx trusted her more and more and learned not to push her about her past, even Techna grew closer to her, mostly from observing Bloom for any hint of a hostile nature and was surprised that it only showed itself when Bloom was questioned about her past.

Bloom was currently in the forest with the rest of the Winx, Palladium had just been ranting about the voice of nature and how they had to listen to it to find their way to a clearing, the class had been set off in groups and so naturally the Winx went off as one group.

Flora was leading the way, Techna was been sceptical about the whole thing been a fairy of technology did have its disadvantages such as been as far out of touch with nature as possible, Bloom, however, was distracted, she hadn't seen the Mistress since that night and she had so many question.

**-Six months and nothing, no hunt, not even a whisper from this supposed Mistress- Bloom muttered.**

**-We've been constantly scanning for her but it seems futile…but I do have a suggestion- VD replied.**

**-Shoot- Bloom replied.**

**-So far we have bonded down to the genetic level, except I only make up less than half of your DNA, perhaps if we bond further we will be able to detect her- VD theorized.**

**-And you're just thinking of this now- Bloom stated, losing patience having been searching for months and VD had the answer all along.**

**-It's risky do to the nature of my species you would become more violent, aggressive, destructive…you would be more like our father, Venom, we'll be stronger, stronger than ever but you could lose yourself- VD explained gravely.**

**-Except unlike my father I wasn't filled with hatred when he bonded with your father and became Venom- Bloom replied.**

**-No you're filled with loneliness and grief, darkness without measure and you know it, it is buried deep within your soul but if we bond any further we may not be able to keep it at bay- VD explained.**

**-But we both want to keep it at bay, unlike Venom who nurtured the hatred of our father…we'll be fighting it, after all if that loneliness gets out it'll consume us and create a monster, so we'll fight it together with our combined forced nothing will be able to destroy us not even the darkness of my heart- Bloom replied.**

**-Very well, but in order for us to bond further after so long I will have to place us in suspended animation- VD explained.**

**-In other words, we can't merge any further…YET- Bloom responded with a slight sigh in her mental tone.**

**-Correct- VD replied.**

Meanwhile…

A specialist ship with a couple of freshman specialists aboard were transporting a hunting troll to an interrogation facility as it is rumoured that it used to work for the descendants of the ancestral witches and if so would be able to tell the authorities who and where they are and what they are up to. However, what the specialists weren't planning on was been attacked from the outside by said witches causing enough damage to the ship for it to crash and allow the blue hunting troll to escape.

The specialists climbed out of the wrecked ship and just stared at the damaged ship, there was a large gaping hole in the engine emitting black smoke, Sky let out a heavy sigh.

"Timmy you repair the ship while the rest of us go hunt down the troll" Sky stated, Timmy just nodded and walked past Sky, retrieving the necessary tools from the inside of the ship before beginning to repair the ships engine so that once they recapture the prisoner they can actually take it somewhere and decrease the chance of it escaping again.

The specialists began to follow a trail of large foot prints that led deeper and deeper into the forest and into a more swamp like area of the forest.

"Brandon scan the local area for any other possible threats" Sky stated, Brandon pulled out a small rectangular device, similar in design to a PDA and began scanning the area for any possible threats.

Meanwhile…

The Winx were now deep into the forest and searching for the clearing.

"I still don't hear anything" Techna whined.

"You don't hear nature Techna, you feel it" Flora replied for the umpteenth time.

"But how do you feel nature?" Techna asked.

"By becoming one with it, open your mind and your heart Techna and you will feel nature" Bloom replied, Techna just turned to Bloom with a shocked expression, she hadn't expected Bloom to answer, especially when she grew up in a city one earth that depended on technology for every little thing like an incredibly primitive version of her own planet and she knew that the citizens on earth weren't exactly completely against deforestation so to say it was surprising someone from her planet could 'hear' the voice of nature was a massive understatement.

'Maybe it's due to her been a Symbiote host after they are organic biological life forms, perhaps like most animals they are sort of tuned into nature, they can feel it so perhaps the Symbiote can' Techna mused.

a feral growl was heard, the Winx froze and slowly positioned themselves so they were back to back and looked in every direction for the origin of the growl, Bloom spotted a pairing of glowing eyes in the darkness of shadows casted by a couple of trees.

The creature took a couple steps and illuminated by sunlight and revealed to be a blue troll, at least twice the size of Bloom in height and wasn't exactly lacking in muscle either. Bloom's gaze hardened as she glared at the troll, she knew she was the strongest and the fastest in their group, especially since she was bonded to VD, the only problem was could she beat the troll without surrendering her secret.

Bloom charged at the troll and thrust a punch, aiming for its gut only to have her head backhanded by the troll and sent flying into the bushes, knocking down a tree she hit in the process.

Meanwhile…

The Specialists had found the toll closing in s couple fairies from Alfea, they hid in the shadows, doubting it be wise to just charge at the troll like the redhead had and it didn't doubt such reckless actions would only cause more casualties.

"Brandon any news on the scans?" Sky asked in a whisper.

"Yeah, it's just processing the results now…shit" Brandon cursed in a whisper when he saw the life form the scans were detecting.

"What?" Riven asked, his blade already out and active.

"Scans are registering a Symbiotic life form" Brandon stated.

"A Symbiote, okay we capture the troll but if any of us see any signs of the Symbiote we make it our prime target, no mercy" Sky stated activating his own blade.

"Agreed" Brandon and Riven muttered in unison as Brandon activate his blade and positioned themselves in the bushes to the left, the right and behind the troll.

As they prepared to attack Brandon caught sight of the redhead and just stared at her as she slowly rose to her feet, regaining her balance, he just stared, he knew how strong trolls were and after the hit she had taken and to the head no less she should have been barley alive at best, the redhead glared at the troll and Brandon heard her mutter.

"Okay so much for plan B, guess we're back to plan A codenamed Mayhem" Bloom muttered.

Brandon went wide eyed when a thick black and red liquid emerged from the redheads skin and began to cover her from head to toe, her height increased as did her muscle density and within seconds stood a large monster of black skin and red streaks, Brandon pressed a button on his ear piece, activating it.

"Guys you may want to hold back a bit" Brandon whispered.

"Why?" came Sky's reply.

"I've spotted the Symbiote" Brandon answered.

"Then that is our new target" Riven spat in a hushed tone.

"No, it's host is an Alfea freshman, we can't risk harming an innocent, but now that we know who it is if we can get a sonic weapon we can separate them and save her" Brandon explained briefly, he heard a sigh from Sky.

"Fine, we'll stick with the troll and observe the Symbiote for the next time" Sky stated.

They then watched as Mayhem leapt out of the darkness the trees had granted her and landed between the Winx and the troll, the Winx had been preparing to fight the troll and were about to transform when Mayhem landed between them and the troll, they just gawked at her.

"What the hell is that?" Musa practically screamed.

Stella just stared at the 'creature' as memories began to flash before her mind's eye, memories of the beast that attacked the ogre the fay she met Bloom though then it had been all black, her hand went to her forehead as she tried to process the information.

She had nearing unconsciousness when she heard a feminine voice, she had seen a figure with fiery hair within seconds it was consumed with a thick black liquid and within seconds the monster appeared and terrified the ogre.

"You…I…remember you" Stella stuttered not sure to be terrified or relieved at seeing the 'monster' as memories continued to flash before her mind's eyes.

The troll charged at Mayhem, ignoring the armed Specialists as they stepped out of their hiding spots and began closing in on it only to stop and watch as the troll rose its fists over its head, combining them into a single fist and attempted to slam its fists on Mayhem's skull, intending to take her out in one shot only to have mayhem grab both his wrists in the grip of her right hand before slamming her fist into the trolls gut, using a certain angle so that he didn't go flying off.

The troll took in a sharp gasp and coughed up some blood, stumbling back from the pain and sheer force of the blow. He raised his eyes and stared at Mayhem.

"Who…what are you?" it gasped out in a gruff voice.

"We are Mayhem" Mayhem cried in a psychotic voice almost identical to Venom's except feminine, Mayhem enjoyed mimicking her father's voice it really terrified her enemies.

"And what are you?" it asked, taking on a battle stance as if it was about to charge at her like she had it earlier.

"Your worst nightmare" Mayhem cackled as her left hand morphed into a katana and her right into a doubled sided axe, the troll's eyes widened with fear as it stumbled back even more, the others just stared at Mayhem as it rose her axe hand and brought it down on the troll with incredible speed and force.

The troll rise its left arm to defend himself only to have the axe cut strait through his forearm, he cried out in pain as his limb fell to the ground with a thud, blood pouring out of what remained off his limb.

The troll glared at Mayhem with anger and fear , his instincts screaming at him to run while he had the chance, however, the troll finally noticed the Specialists and doubted Mayhem would let him just walk away in cuffs, it was too much of a gamble, his only chance was to hope he could overpower Mayhem, or at least distract her long enough to escape.

The troll pulled back his fist and struck Mayhem in the gut only to let out a gasp of pain, it was like punching concrete, little did he know that Mayhem was practically a Mega-Venom since the offspring was almost always stronger than the parent and thanks to Bloom's powers, which she had researched extensively had evolved her Symbiote to an entirely new level and that the troll was nowhere near her league.

Techna just stared at Mayhem and observed her closely, there wasn't a doubt in her mind it was Bloom, it was good she was defending them it showed she still had some control over the Symbiote but the way she was fighting, so violent and gory so psychotic it worried her especially when her weapon wasn't ready yet, it had taken her this long just to find a way to contain the Symbiote, no one else had managed to contain a Symbiote excluding small pieces of one, nothing discovered could contain a whole Symbiote but she did have a theory on a material to contain it and had used it when constructing the weapon but she still wasn't entirely sure it would work.

"Pathetic" Mayhem chuckled as tentacles erupted from her body and sharpened until their ends were like spear tips, her tentacles shot at the troll with such speed and immense force it pierced its flesh and ran it through, sampling it's DNA in the process, just in case the troll had anything that could be of use to them, Mayhem retracted her tentacles and reabsorbed them before slicing it's head off with her makeshift Katana and watching the creature drop to the ground.

"Mayhem I remember you" Stella stated.

Mayhem turned to the blonde fairy, her maw vanishing, smoothing out, her weapons reshaping into hands again and the red streaks vanished and now she just looked like an attractive girl in a black spandex suit.

"But the question is how much do you remember about me?" Mayhem asked.

"That you were the one who saved me from that ogre" Stella replied.

"You saved her! Why?" Musa asked sceptically.

"For fun, it gets boring on Earth when you keep a low profile" Mayhem replied, which was mostly the truth.

"Until next time" Mayhem stated, glad that Stella didn't remember who she was, before raising her arm and shooting out a stream of webbing, hitting a tree and swinging off into the air and putting about a mile distance between them before taking on her natural appearance and doubling back and meeting back up with the Winx and Specialists as they headed back to their ship, unaware of the fact Techna and Brandon were keeping a close eye on her, once they got back, the Specialists gave the Winx a lift to the clearing and explained to Palladium about the troll, having decided in advance to keep their traps shut about 'Mayhem' at least until they had a way to fight her and survive, but they weren't looking forward to coming up with an excuse as to why their prisoner was dead.

A/N Sorry I took so long, hope you all like it, plz review.


	10. Chapter 10

Stella was sat in the main area of the dorm remembering what had happened the day before, she remembered Mayhem, but before she saw Mayhem she heard the voice of a girl and her voice now that she thought about it sounded familiar, then there was the Mayhem's hair it reminded her of someone else, it had been almost identical to Bloom's hair except it was longer, sharper almost alive.

Stella's eyes widened with fear when she placed her voice, it was Bloom's voice all those months ago, Bloom had always been secretive, she kept to herself most of the time and when it came to physical defence class she was unrivalled, she was stronger and faster than anyone she'd ever met and the before Mayhem didn't show up until Bloom had been swatted away and it showed the troll no mercy and yet didn't lay a finger on them.

Stella glanced in the direction of Bloom to see her sat in an arm chair, snacking on a chocolate bar while flicking through a fashion magazine, a tome of weapons open on the arm of the chair, open and Stella began to grow more worried, more fearful of the Earth fairy, she'd seen what Mayhem could do with basic Earth weapons, there was no telling what she could do with weapons used in great wars in the magical universe.

Stella rose from her chair and headed into Techna's room, hoping the technology fairy could help her keep Bloom from taking the magical universe by storm, with the powers she had and the knowledge she was taking in, if she declared war she'd win unless they found out her weakness or formed some form of truce with her.

Musa And Techna's Room…

Techna was sat on her bed altering her weapon, inwardly cursing she still couldn't dispose of the Symbiote when she did contain it. Stella entered the room and her eyes widened at the sight of the weapon it was at least a metre in length, it was similar to a large gun in design, a transparent container in front of the trigger the end had a sort of funnel design which would focus sonic blasts and allow said sonic waves to strike a target dead on and only that target.

"What's that?" Stella asked.

"A little something that will make sure that we never see Mayhem again" Techna stated as she continued to tinker with the wiring of the weapon.

"But what about…?" Stella began, trailing off unsure if she should tell Techna of what she had found out, Techna looked up at Stella.

"Judging from how you reacted to what I just said insinuates you know that Mayhem is Bloom" Techna stated, surprising Stella who averted her gaze and nodded.

"This machine will turn Bloom back into a normal girl, it will separate her from the Symbiote that has bonded with her" Techna explained.

"What so you mean you knew Bloom was…possessed by that…thing and you can separate them yet you haven't" Musa almost screamed, Techna let out a tired sigh.

"I've only just got my weapon to the point where I can separate them and contain the Symbiote" Techna explained.

"Then use it" Stella stated frantically.

Little did they know that Bloom had sensed Stella's fear and had gone to investigate the reason to this and was just outside the door, Bloom's anger began to rise, her hands became fists and she once again took on Mayhem's form, only this time her hair turned from orange to crimson as she let VD bond with her a little more without knowing it, her hair rose and positioned themselves to strike the door, sharpening as it did so.

The hair struck the door full force throwing the door off its hinges, Mayhem glared at her friends, her rage continuing to rise, her fingers becoming sharp knife like claws, tentacles erupted from her back, the blades on her forearms lengthened and became more curved, she hissed through her fangs as she began to stalk her so called friends, completely blinded by rage, Techna tossed some head phones over to Stella and Musa as they backed up against the wall opposite Mayhem.

"Put those on they'll protect you from the sonic waves" Techna stated in a frantic tone, knowing even if the sonic waves focused on Mayhem it didn't stop them from hearing them and Techna's machine had triplicated the power of Musa's sonic waves, the duo did as advised as did Techna as she held up her weapon, aiming it at Mayhem who only continued to approach them, Techna squeezed the trigger and sent a continuous blast of sonic waves at Mayhem.

Mayhem froze and gripped the sides of her heads, trying to cover her almost non existent ears, trying to protect herself against the sonic waves, her skin became more like liquid and acted on its own forming tentacle like shapes, exposing her bare skin as it was forced off of Bloom, the duo were mentally screaming in agony as their physical form let out screeches of pain, the head melted away showing Bloom from the neck up, her expression one of excruciating pain, her teeth gritted and her eyes slammed shut tight. With each passing second more of VD was peeled off of her, slowly and painfully, until it was nothing but a black puddle of the ground, Techna manipulated her weapon so that the sonic waves moved it a way from Bloom before flicking a switch behind the trigger and releasing the trigger, sucking the Symbiote in and containing it in the transparent container, it filled the entire container, no room to move, Techna, Musa and Stella removed the headphones now that the sonic waves had stopped.

THUD

The trio turned to see Bloom lying on the ground on her front butt naked, she was sweating, her teeth still gritted and completely unconscious, Techna scanned her and her eyes widened in fear.

"We have to get her to the infirmary before she goes critical" Techna all but screamed, Stella and Musa supported Bloom and Techna lifted her feet and the trio proceeded to carry the ex-Symbiote host to the infirmary where they placed her in an empty bed and got the school nurse (I think it's Dufour, plz tell me if I'm wrong).

she looked over Bloom's condition, her eyes wide with shock and fear "She's going critical I don't know what's wrong though, there's no infection, no signature from magic, no wound nothing...it's like her body can't support itself anymore, she's dying" Dufour explained as she continued searching for any sign of what caused this to happen in hopes of saving the redhead before she perished, Bloom murmured something that caused the blood of the four who heard it to run cold.

"As in life as in death, I will die in pain and alone" Bloom muttered, her voice barely a whisper, she slipped back into unconsciousness.

A/N Sorry I took this long and it's this short, I got to this point and found it to be near perfect cliffhanger and I couldn't resist and I'm hoping slowdown the pace of this fic, hope you all liked it though, plz review.


	11. Chapter 11

At Cloud Tower…

The Trix were in their dorm room, perfecting a spell to locate the Dragon Fire.

"Okay I think I've FINALLY got it, this should show us what the vessel that contains the power is" Darcy stated.

"About time, we've been working on it for months" Icy muttered as she and her sisters sat in a circle and conjured the Crystal Whisperia and began to force every ounce of energy and magic they had into it.

"Show us" they said in perfect sync "Show us the Dragon Power" they commanded.

The pale blue crystal began to blow and an image appeared above it, it was fuzzy so the Trix sped up the rate they pushed their power into it, the image gradually became clearer and clearer until they saw an redheaded fairy in a hospital bed.

"So that little pixie has the power" Icy chuckled.

"Yeah and it looks like she's dying" Darcy stated growing a dark smirk.

"Perfect" Icy spat as she used what was left of her power to cast an enchantment on their crystal.

"Now the minute she perishes the crystal will absorb her power then we will absorb it from there, it's perfect" Icy cackled.

"And the best part is we won't even have to do anything, just wait for that bitch to croak" Stormy sneered, causing her and her sisters to break out into a fit of evil laughter and dark cackles as the image faded.

Alfea…

Dufour continued to scan Bloom for any sign for the cause of her current condition but what it looked like to her was as if Bloom's very genetic structure had almost been torn to shreds and her body could no longer support itself and that if she find and fix the problem soon, Bloom would die in a couple hours. Flora entered the infirmary and approached Bloom in a rushed manner, her other friends were about a step behind her looking down at Bloom.

Bloom was now deathly pale, her body continuing to sweat as it pushed itself to its limits to keep Bloom alive. "What happened?" Flora asked, feigning ignorance, she knew exactly what was going on, after all she'd been Bloom's roommate for months now and it wasn't hard to find out she was a Symbiote host but she had no idea she had bonded with it to this level, to a point where she can't survive without it.

"I'm not sure, I'm currently increasing the power of the scan to try and find the cause of this…all I can tell now is that Bloom here only has a few hours left until her body finally gives out and she dies" Dufour replied quickly.

"How many hours?" Techna asked.

"It's hard to say…but…I'd say that she has three hours to live and once they're up she dies" Dufour explained "How did this happen?" she then asked, only just realizing she hadn't asked this yet, normally she would be told the minute someone came in but this time she wasn't and she'd been so busy scanning she hadn't realized.

The Winx averted their gazes, except for Flora, her gaze was locked on Bloom. The scanner began beeping and Dufour pulled out a device of similar to design to a PDA, her gradually grew wider and wider as she read the results.

"So that's it" she stated her voice barley a whisper, she looked up at the other girls, excluding Flora who was now on her knees beside Bloom's bed.

"She was bonded to a Symbiotic life form…her body must have grown dependent on it, do you girls know where it is?" Dufour asked frantically.

"Yes and it will be disposed of soon" Techna replied almost without emotion, Dufour's eyes widened with fear and worry.

"No, without that Symbiote Bloom will die, her only hope is to remerge with the Symbiote" Dufour explained, Techna fell silent, the container appeared in her grasp, she looked down at the thick black liquid, she could feel it striking its 'cage' trying to get out and get to Bloom.

"Is that it? Give it to me" Dufour demanded, thrusting out her open palm, facing upward, over Bloom, Techna's expression hardened as she glared at the Symbiote.

"NO! I will not let that monster return" Techna spat, her voice filled with venom as she remembered who and what Bloom became when she merged with the Symbiote, Mayhem.

"Techna if you don't give it to me she will DIE don't you understand?" Dufour spat, her rage beginning to infiltrate her voice, everyone knew how close the Winx were and the fact Techna was going to let Bloom die made her sick to her stomach.

"AT LEAST SHE'LL DIE A HUMAN AND NOT A MONSTER" Techna screamed.

"So this is how your treat your friend! You have the only thing that can save her life and you would rather stand by and watch her die a slow and painful death" Dufour spat, her words hit Techna hard and it was obvious to them all, her eyes shook and filled with a single tear each as they shook with fear and rage as well as sadness.

"I'd rather see my friend die instead of watching her become a killer" Techna spat, her empty hand forming a fist as her whole body shook with rage.

SLAP

Everyone froze, Techna's hand went to her left cheek where she had been slapped and now supported a red imprint of a hand, everyone just stared at the one who had slapped her, shocked beyond belief as they took in the sight of the normally harmless, sweet and physical definition of innocence, Flora.

Flora stood in front of Techna glaring daggers at Techna and boy if looks could kill Techna would have been dead a hundred times over.

"I've never hated anyone before, not even the worst of humanity…but…you Techna I despise you with all my soul…YOU are condemning Bloom to DEATH" Flora spat her voice so full of venom it made everyone in the room flinch and stumble back slightly.

Flora's hand moved fast, too fast for any of them to notice, she snatched the container which held Bloom's Symbiote and stood back before throwing it against the wall above Bloom's hospital bed, hard, the transparent container shattered upon impact and pieces of broken glass fell upon Bloom's facing, making several cuts, the Symbiote bounced away from the wall due to the force of the container braking.

The Symbiote landed atop Bloom's blanket where her stomach was located and slithered to the top of the blanket, everyone could only stare as it neared Bloom's face, almost as white as a sheet with several cuts, slowly pouring blood out of them. Flora smirked as she watched the Symbiote draw nearer to Bloom, her friends became more and more worried and terrified, Stella and Musa knew Techna had gone too far and wanted to save their friend but were terrified of what she would do upon awakening, Techna was terrified of what Bloom was going to do to her when she woke up so inched closer and close to the door while everyone was distracted, ready to bolt at a moment's notice.

Dufour could only stare at the Symbiote her eyes filled with wonder. The minute the black liquid like life form touched Bloom's chin it began to spread over her cheeks in a root like fashion before covering her neck and going down below, covering Bloom's body in its 'body', covering her face last. Bloom's eyes snapped open and VD took on the form of her daily clothes and she sat up, the minute Techna saw Bloom was awake she ran out of the infirmary as fast as her legs could carry her.

"Bloom are you okay?" Flora asked timidly.

"Yeah, thanks to you" Bloom replied hesitantly slightly out of breath, she could feel her body recovering, her cuts closing up and her body stabilizing. Bloom's expression was warm at first, she could feel VD's presence once again, comforting her, protecting her from the eternal darkness that lay dormant within her soul, helping her suppress the memories of the destruction of her home planet. Her expression became stern, all emotion vanishing except within her eyes, she glared at Stella and Musa, the duo pushed themselves against the wall behind them even more.

"Bloom...we're...so..." Stella stuttered, Bloom raised up her hand stopping her friend.

"Not interested, I saved your life when we first met then again yesterday and what do you do the minute you figure out who I am, you condemn me to death" Bloom snapped as she slipped off her bed and left the infirmary, leaving her friends behind.

**-I've had it, this is too much I'm going home- Bloom muttered in her mind.**

**-I agree, but are you sure?- VD asked.**

**-Why wouldn't I be?- Bloom asked as she physically raised an eyebrow.**

**-There's nothing left for us there, here we can learn to control our power- VD explained.**

**-The 'Dragon Fire' we don't need to be here to learn to control it and as far as I'm concerned it's not worth it, staying here they'll only try to separate us again- Bloom replied.**

**-I see- VD replied in a sort of untrusting tone, she knew Bloom well and she never let anyone get away with wronging her, heck she knew that Mitzy girl still had nightmares about her host.**

**-Anyways how are you feeling after that?- Bloom asked.**

**-I'll live- VD muttered.**

**-You're not telling me something VD, spill it after all I will find out soon enough- Bloom muttered.**

**-Yeah...well...you know how I told you that my parent decided to replicate...give birth to me due to the power he sensed in you?- VD asked.**

**-Yeah- Bloom replied in a unsure tone.**

**-Well...you see...it's approaching the time for me to...reproduce...I don't know how much longer I can put it off- VD admitted.**

Bloom froze as she processed this information, she was just about to exit the Alfea campus, VD was going to create another Symbiote, this was the last bit of encouragement Bloom needed, she had to leave not to just protect herself and VD but the 'baby' Symbiote and she would need to find a suitable host, she didn't want it to end up like her father or her brother she had heard so much about and she didn't want the Symbiote to become like her, she could feel it overtime she was becoming more and more aggressive with each day and she and VD were about to become even closer and create a stronger bond soon.

Heck she was at the point where VD was keeping her from going off the deep end, with her loneliness life and the memories of Sparx it would surprise anyone that she isn't some sort of psychopath, she just hoped that by merging with VD fully they could suppress her psychotic nature and make sure that VD's offspring didn't become like its predecessors.

A/N Hope you all liked the update, plaz review


End file.
